Acceptance of Terms

By accessing or using the website at cognitoitconsultancy.com or by engaging Cognito IT Consultancy ("Cognito IT", "we", "our", "us") for services, you agree to be bound by these Terms and Conditions.

If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree with any part of these terms, please do not use our website or engage our services.

Services

Cognito IT provides Shopify development, D2C ecommerce consulting, conversion rate optimisation, website speed optimisation, UX/UI design, and related digital services ("Services") to clients on a project or retainer basis.

The specific scope of Services for each engagement is defined in a written proposal or Statement of Work ("SOW") agreed between Cognito IT and the client prior to project commencement. These Terms and Conditions apply to all such engagements in addition to any terms specified in the SOW.

We reserve the right to decline, modify, or discontinue any service offering at our discretion without prior notice, except where an SOW has already been executed.

Engagement & Payment Terms

Project initiation: All projects commence upon receipt of a signed SOW and the agreed initial payment (typically 50% of the total project fee). Work does not begin until both conditions are met.

Payment schedule: Unless otherwise specified in the SOW, payments are structured as 50% upon project initiation and 50% upon project completion prior to go-live or final delivery.

Payment methods: Payments are accepted via bank transfer (NEFT/IMPS/RTGS), Razorpay, or as otherwise agreed in writing.

Late payments: Invoices are due within 7 days of issuance unless otherwise agreed. Cognito IT reserves the right to pause or withhold delivery on projects where payments are overdue by more than 14 days.

• All fees are quoted exclusive of GST (18%) unless explicitly stated otherwise
• GST will be charged at the prevailing rate and shown separately on all invoices
• International clients may be invoiced in USD; applicable currency conversion rates apply

Refund policy: Payments made for work already completed are non-refundable. In the event that Cognito IT is unable to complete a project due to circumstances within our control, we will refund the pro-rated value of uncompleted work. Change-of-mind cancellations after project initiation are not eligible for refund of the initial 50% payment.

Deliverables & Intellectual Property

Ownership of deliverables: Upon receipt of full payment, the client owns all custom code, design assets, and content created specifically for their project. This excludes third-party themes, apps, plugins, or libraries which remain subject to their respective licences.

Cognito IT IP: We retain ownership of our proprietary methodologies, internal frameworks, boilerplate code, and general-purpose tools developed prior to or independently of the client engagement. These may be reused across projects.

Third-party components: Many Shopify projects incorporate third-party themes, apps, and integrations (e.g. Razorpay, Klaviyo, Shiprocket). The client is responsible for maintaining active subscriptions and licences for these components post-delivery.

Portfolio rights: We reserve the right to reference completed projects in our portfolio, case studies, and marketing materials. Client names will not be used without explicit permission; anonymised descriptions of results and project types may be published without consent.

Client Obligations

The client agrees to:

• Provide all required inputs (brand assets, product content, credentials, and approvals) within agreed timelines
• Designate a primary point of contact authorised to make project decisions
• Provide timely feedback on design and development reviews — typically within 3 working days of each submission
• Ensure that all content, images, and materials provided are owned by the client or properly licenced for use
• Maintain active Shopify plan, Razorpay account, and other required third-party subscriptions

Delays in project delivery caused by the client's failure to provide required inputs or approvals within agreed timelines are not the responsibility of Cognito IT. In such cases, the project timeline will be extended accordingly and no penalty will apply to Cognito IT.

Warranties & Representations

Cognito IT warrants that:

• Services will be performed with reasonable skill and care by qualified professionals
• Deliverables will conform to the specifications agreed in the SOW
• We will notify the client promptly of any circumstances that may affect delivery timelines

Cognito IT does not warrant that:

• Any Shopify store, SEO work, or marketing automation will achieve specific revenue, traffic, or conversion targets
• Third-party platforms (Shopify, Razorpay, Shiprocket, etc.) will remain available, unchanged, or free from errors
• Search engine rankings will be achieved or maintained following any work performed

Limitation of Liability

To the maximum extent permitted by applicable law, Cognito IT's total liability for any claim arising from or related to a project or engagement shall not exceed the total fees paid by the client for the specific project giving rise to the claim.

Cognito IT shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of revenue, loss of data, loss of goodwill, or business interruption, even if we have been advised of the possibility of such damages.

This limitation applies regardless of the legal theory under which liability is claimed (contract, tort, negligence, or otherwise) and shall apply to the fullest extent permitted by applicable Indian law.

Confidentiality

Both parties agree to keep confidential any non-public information shared in the course of the engagement, including but not limited to business plans, financial data, customer information, technical specifications, and pricing.

Confidentiality obligations do not apply to information that is or becomes publicly available through no breach of these terms, was independently developed by the receiving party, or is required to be disclosed by law or court order.

These confidentiality obligations survive the termination of any project engagement for a period of two years.

Termination

Termination by client: The client may terminate a project engagement by providing written notice. Payment is due for all work completed up to the date of termination. The initial 50% payment is non-refundable upon termination.

Termination by Cognito IT: We reserve the right to terminate an engagement if the client materially breaches these terms, fails to make payment within 30 days of the due date, or engages in conduct that is unlawful, abusive, or harmful to our team.

Upon termination, we will deliver all completed work to the client within 14 days, minus any outstanding payments owed.

Website Use

The content on cognitoitconsultancy.com — including text, design, images, and case study data — is the property of Cognito IT Consultancy and may not be reproduced or distributed without written permission.

You may not use our website for any unlawful purpose, to transmit harmful content, to impersonate others, or to interfere with the site's operation. We reserve the right to restrict access for users who violate these conditions.

While we make reasonable efforts to keep information on this website accurate and current, we make no warranties about the completeness, accuracy, or fitness for a particular purpose of any content published here.

Governing Law & Dispute Resolution

These Terms and Conditions are governed by the laws of India. Any disputes arising from or relating to these terms or any engagement with Cognito IT shall be subject to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.

Before initiating formal proceedings, both parties agree to attempt resolution through good-faith discussion for a period of 30 days from the date the dispute is first raised in writing.

Contact & Notices

All formal notices, requests, or communications under these Terms and Conditions should be sent in writing to:

We may update these Terms and Conditions from time to time. Material changes will be reflected by updating the "Last updated" date at the top of this page. Continued use of our services after changes are posted constitutes acceptance of the updated terms.